Outdoor Warning Sirens Annual Preven. Maint. Agrmnt. VILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of the(7_da of&"r, 2021 "A reement'y ( g �, and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road, Oak Brook, Illinois 60523 an Illinois municipal corporation ("Village'), and BRANIFF
COMMUNICATIONS,INC., 4741 WEST 1361'Street, Crestwood,Illinois 60418("Consultant").
IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in the Agreement, and pursuant to the
Village's statutory powers,the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. The Village addition to any other representations and certifications
retains the Consultant to perform,and the Consultant agrees to expressed in this Agreement, or expressed or implied by law,
perform, all necessary services to perform the work in which are hereby reserved unto the Village.
connection with the project identified below ("Services"),
which Services the Consultant shall provide pursuant to the The Consultant further represents that it is financially solvent,
terms and conditions of this Agreement: has the necessary financial resources, and is sufficiently
experienced and competent to perform and complete the
Annual Preventative Maintenance for (4) Outdoor Warning Services in a manner consistent with the standards of
Sirens from November 1,2021—October 31,2022 professional practice by recognized consultants providing
services of a similar nature. The Consultant shall provide all
TIME OF PERFORMANCE. The Consultant shall perform personnel necessary to complete the Services.
and complete the Services as mutually agreed upon between
Village and Consultant("Time of Performance'). SECTION 4. INDEMNIFICATION; INSURANCE;
LIABILITY.
SECTION 2. COMPENSATION.
A. Indemnification. The Consultant proposes
A. Agreement Amount. The total amount and agrees that the Consultant shall indemnify and save
billed by the Consultant for the Services under this Agreement harmless the Village against all damages, liability, claims,
shall not exceed $2,480.00, including reimbursable expenses, losses, and expenses (including attorneys' fee) that may arise,
without the prior express written authorization of the Village or be alleged to have arisen, out of or in connection with the
Manager. Consultant's performance of, or failure to perform, the
Services or any part thereof, or any failure to meet the
B. Taxes, Benefits, and Royalties. Each representations and certifications set forth in Section 4 of this
payment by the Village to the Consultant includes all Agreement.
applicable federal, state, and Village taxes of every kind and
nature applicable to the Services as well as all taxes, B. Insurance. The Consultant acknowledges
contributions, and premiums for unemployment insurance, old and agrees that the Consultant shall, and has a duty to
age or retirement benefits, pensions, annuities, or similar maintain adequate insurance, in an amount, and in a form and
benefits and all costs, royalties, and fees arising from the use from companies, acceptable to the Village. The Consultant's
of, or the incorporation into, the Services, of patented or maintenance of adequate insurance shall not be construed in
copyrighted equipment, materials, supplies, tools, appliances, any way as a limitation on the Consultant's liability for losses
devices, processes, or inventions. All claim or right to claim or damages under this Agreement.
additional compensation because of the payment of any such
tax, contribution, premium, costs, royalties, or fees is hereby C. No Personal Liability. No elected or
waived and released by Consultant. appointed official or employee of the Village shall be
personally liable, in law or in contract,to the Consultant as the
C. Payment of Agreement Amount. result of the execution of this Agreement.
Payments shall be made pursuant to the terms of the Local
Government Prompt Payment At,50 ILCS 505/3 et.seq. SECTION 5. GENERAL PROVISIONS.
SECTION 3. REPRESENTATIONS OF A. Relationship of the Parties. The
CONSULTANT. The Consultant represents and certifies that Consultant shall act as an independent contractor in providing
the Services shall be performed in accordance with the and performing the Services. Nothing in, nor done pursuant
standards of professional practice, care, and diligence to, this Agreement shall be construed to: (1) create the
practiced by recognized consultants in performing services of relationship of principal and agent, employer and employee,
a similar nature in existence at the Time of Performance. The partners, or joint venturers between the Village and
representations and certifications expressed shall be in
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Consultant; or (2) to create any relationship between the conditions of any federal, state, or local grant received by the
Village and any subcontractor of the Contractor. Village or Consultant with respect to this Contract or the
Services. Consultant shall be solely liable for any fines or
B. Conflicts of Interest. The Consultant civil penalties that are imposed by any governmental or quasi-
represents and certifies that, to the best of its knowledge: (1) governmental agency or body that may arise, or be alleged to
no Village employee or agent is interested in the business of have arisen, out of or in connection with Consultant's, or its
the Consultant or this Agreement; (2) as of the date of this subcontractors, performance of, or failure to perform, the
Agreement, neither the Consultant nor any person employed Services or any part thereof. Every provision of law required
or associated with the Consultant has any interest that would by law to be inserted into this Contract shall be deemed to be
conflict in any manner or degree with the performance of the inserted herein.
obligations under this Agreement; and (3) neither the
Consultant nor any person employed by or associated with the F. Prevailing Wade. Pursuant to Section 4 of
Consultant shall at any time during the term of this Agreement the Illinois Prevailing Wage Act, 820 ILCS 130/4, Contractor
obtain or acquire any interest that would conflict in any agrees and acknowledges that not less than the applicable rate
manner or degree with the performance of the obligations of prevailing of wages, as found or ascertained by the
under this Agreement. Department of Labor and made available on the Department's
Official website, or determined by the court on review, shall
C. No Collusion. The Consultant represents be paid for each craft or type of worker needed to execute this
and certifies that the Consultant is not barred from contracting contract or to perform such work, and it shall be mandatory
with a unit of state or local government as a result of(1) a upon the contractor to whom the contract is awarded and upon
delinquency in the payment of any tax administered by the any subcontractor under him,to pay not less than the specified
Illinois Department of Revenue unless the Consultant is rates to all laborers, workers and mechanics employed by
contesting, in accordance with the procedures established by them in the execution of this contract.
the appropriate revenue act, its liability for the tax or the
amount of the tax, as set forth in Section 11-42.1-1 et seq. of G. Certified Payroll. Contractor shall, in
the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or accordance with Section 5 of the Illinois Prevailing Wage Act,
(2) a violation of either Section 33E-3 or Section 33E-4 of 820 ILCS 130/5, submit to the Village, and upon activation of
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 the database provided by 820 ILCS 130/5.1 to the Department
et seq. If at any time it shall be found that the Consultant of Labor, on a monthly basis, a certified payroll. The certified
has, in procuring this Agreement, colluded with any other payroll shall consist of a complete copy of those records
person,firm,or corporation,then the Consultant shall be liable required to be made and kept by the Prevailing Wage Act.
to the Village for all loss or damage that the Village may The certified payroll shall be accompanied by a statement
suffer, and this Agreement shall, at the Village's option, be signed by the Contractor or subcontractor which certifies that:
null and void. (1) such records are true and accurate; (2) the hourly rate paid
is not less than the general prevailing rate of hourly wages
D. Termination. Notwithstanding any other required by the Prevailing Wage Act; and (3) Contractor or
provision hereof, the Village may terminate this Agreement at subcontractor is aware that filing a certified payroll that he or
any time upon 15 days prior written notice to the Consultant. she knows to be false is a Class A misdemeanor. A general
In the event that this Agreement is so terminated, the contractor may rely upon the certification of a lower tier
Consultant shall be paid for Services actually performed and subcontractor, provided that the general contractor does not
reimbursable expenses actually incurred, if any, prior to knowingly rely upon a subcontractor's false certification.
termination, not exceeding the value of the Services Upon seven business days' notice, Contractor and each
completed. subcontractor shall make available for inspection and copying
at a location within this State during reasonable hours, the
E. Compliance with Laws and Grants. records required to be made and kept by the Act to: (i) the
Consultant shall give all notices, pay all fees, and take all Village, its officers and agents; (ii) the Director of Labor and
other action that may be necessary to ensure that the Services his deputies and agents; and(iii)to federal, State, or local law
are provided,performed, and completed in accordance with all enforcement agencies and prosecutors.
required governmental permits, licenses, or other approvals
and authorizations that may be required in connection with
providing, performing, and completing the Services, and with H. Default. If it should appear at any time that
all applicable statutes, ordinances, rules, and regulations, the Consultant has failed or refused to prosecute, or has
including without limitation the Fair Labor Standards Act; any delayed in the prosecution of, the Services with diligence at a
statutes regarding qualification to do business; any statutes rate that assures completion of the Services in full compliance
prohibiting discrimination because of, or requiring affirmative with the requirements of this Agreement, or has otherwise
action based on,race,creed,color,national origin, age,sex, or failed,refused, or delayed to perform or satisfy the Services or
other prohibited classification, including, without limitation, any other requirement of this Agreement ("Event of
the Americans with Disabilities Act of 1990, 42 U.S.C. §§ Default'), and fails to cure any such Event of Default within
12101 et seq., and the Illinois Human Rights Act, 775 ILCS ten business days after the Consultant's receipt of written
5/1-101 et seq. Consultant shall also comply with all notice of such Event of Default from the Village, then the
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Villapc shall have the right. M1110uf prerudree to lett\ other fallutr of the Villaue or the ( unsultant to cxcre.isc it am nnlc
remedies provided h\ lath or L,qun\. to (I► terminate this iln% ,arch rights shall not he deemed or constnrcd as a \\fairer
Apiverncm without liahilit\ for Itirther pmnsertf: or (2) of chat right, not shall the failure void or affect the Pilh ge's or
\\ithhold front tin) payment or router fion) the C'onsuliam. the ('orssuluut's right t„ enforce such rights iv any other
any and all cosh,. including attorneys' fees and adnunisirtrye rivllls.
c\penes. incurred by file \ Magi:as the result ofanr 1•yent of
I)cfauh h\ tilt' ('url,Ullarlt OF;ts if result of actions iilLn b\ the L. Third !'aril l3cnefician, No elaini ;, a
Village in response to am Fent of Default h\ the('unsultunt iltirsl pan) beneficiary under this .Agreement by any Person•
firm. nr corl\ontion lhall he made or he valid against tilt-
1 Assienntent. `Illi. Agiecnrcut alav nor hr \illagc.
,assigned h\ the Pillage or by the Consultant without the prior
w ripen consent ol'the other parte 11. Governing La%s. I his Agreement and the
rights of Ovvner and (consultant under this .Agreement shall he
.1. Notice. All nofices required or permitted Io intcrpicled according to the internal liras, but not the conflict
be given undci this Agreement shall tic in writing and shall be of laws rules, of,the State of Illinois: the venue felt any legal
deliycred: (1) personall\: (2)b\ a reputable overnight courier, action arisinp in :orinection with this Agreement shall he in
or h\ (?) by certified mail. return receipt requested, and file Circuit Court uf1)UPape COMM.Illinois.
deposited in the It 5 Mail, postage prepaid. Unless other%visc
cxpressl\ provided in this Apreemem, notices ,hall he deenied N. Conflicts, Exhibits. If any term or provision
recelred upon the earlier of GO actual receipt: (h) one in this Agrec•inent conflicts with filly tenn or provision ul'an
business da\ altcl deposit with an o\crni_hl crwici ac attachment or e\hihii t,i this Agreement, the renis and
evidenced by a receipt of tieposit: or (c) three business da\'s pro\i ions of this Agreement shall control.
follo\yinp deposit in the U.S. mail. ail evidenced h\ a re(unt
reecipi. Notice and communications ti, the Village shall he
adder+sed to, end delivered at,the fi,llu\ying addT.. 0. No Disclosure of Confidential
information hv the Consultant. Confidential information
Village of Oak 131o4 nic•ans all material, nun-public, business-related information,
I2(tu Oak Brook !toad written or oral. whether or net it is marked that is disclosed or
()ak Brook. Illinois 60523 made available to the C'ow ultant, dircclly or indirectly.
ltenlion: Jim l ox. 111)ircoot throegh any means oi' communication or observation iiie
l onsultaml ackno\t ledges that it shall, in Perlimninp the
Nouccs and conmlunicatiots to the ( onsuhant shall he Set\ice%fill the Village under this Agreement, have access,or
addressed k,.and delivered at.the IL,llu\ting uddics� be dire,-6 nr indirectl\ c\posed. to C onlydenual Intonnauon
'i he ('olisultant sh;all hold Confidential all Confidential
13ranifl Communications, hies information find shall not disclose or use such Confidential
a"41 \Vest 130"\,reel Inli,rmation \\lthout rhe c\press prior \\Tanen e'011&6111 of tile
('resr\\ood. Illinois(1041), Village. I he Consuhant shall use reasonable measures at )cast
\Itemion: Icl rcv M. ltyha. President as stria as ihox the Consultant uses to protect its otcn
confidential in formal ion `such tnetrsures shall include,
K. M aivcr. Neither the Village not the• \ynhout limitation requiring elnployces and subcontractors of
( omultant ,hall he under an\ obligation Io esti.-;c an\ of the• the ( onsultant It, excCute a 11011-disclosure agreement helorc
right, granted to then! in Ilii: agreement except as n :hall obtaining access to C'onlidenial Information,
determine 1„ h: in its hest interest from time Ii, ifruc. The
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EXHIBIT A
(INVOICE NO. 0033675&AGREEMENT NO. PMA-050108OB DATED OCTOBER 1,2021)
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BRANIFF COMMUNICATIONS, INC. INVOICE
4741 W. 136th St.,Crestwood,Illinois 60418
Voice: (708)597-3200 Fax: (708)597-3307
PLEASE CONTACT CUSTOMER SERVICE WITH ANY QUESTIONS INVOICE NO.: 0033675
REGARDING THIS INVOICE. THANK YOU FOR YOUR CONTINUED
BUSINESS. INVOICE DATE: October 1,2021
CUSTOMER P.O.: PMA-0501080B
PAGE 1 SALES ORDER NO.: SO-
PAYMENT TERMS: Net 30 Days
SOLD TO: 990000129 SHIP TO:
Village of Oak Brook Village of Oak Brook
Attn: Accounts Payable Attn: Jim Fox/IT
1200 Oak Brook Rd. 1200 Oak Brook Rd.
Oak Brook, IL 60523-2255 Oak Brook, IL 60523
USA USA
Voice: 630-368-5174
Fax:
MODEUPART NUMBER DESCRIPTION QTY. UNIT PRICE AMOUNT
MAINT AGREEMENT Annual Preventative Maintenance Agreement Fee forthe(4) 1.00 2,480.00 2,480.00
Outdoor Warning Sirens in the Village of Oak Brook as per
Agreement#PMA-0501080B.
Shipped Via: Field Service SUBTOTAL 2,480.00
Ship Date: November 1,2021 SALES TAX
SHIPPING&HANDLING
TOTAL INVOICE AMOUNT 2,480.00
CHECK NO.: PAYMENT RECEIVED
TOTAL 2,480.00
ANY PAYMENT REQUIRED UNDER THIS INVOICE IS SUBJECT TO THE TERMS STATED ABOVE.
Form Revision A.1(11/2000)
ADDENDUM A
AGREEMENT NO. PMA-05010808
OUTDOOR WARNING SIREN SYSTEM
PREVENTATIVE MAINTENANCE SERVICE AGREEMENT
A.1 PREVENTATIVE MAINTENANCE INSPECTION INTERVAL AND COVERAGE
A.1.1 Pricing itemized in this agreement includes an annual on-site preventative maintenance inspection visit at each of the four(4)warning siren
sites in the Village of Oak Brook.
A.1.2 Pricing itemized in this agreement includes all applicable travel time associated with the on-site,preventative maintenance inspections.
A.1.3 In addition to the on-site preventative maintenance inspection(s),Braniff Communications,Inc.shall provide field service repair in the event
of equipment failure(s)discovered during regular monthly testing of the system or other system testing and/or monitoring procedures and
shall respond to such service requests within 72 hours,weather permitting. These repairs,caused by normal wear and tear and necessary
to maintain the preparedness of the warning system,include all applicable travel and on-site repair labor. Also included,are all required
minor replacement parts such as switches,relays,belts,fuses,semiconductors,or any minor part with a published list price of$50.00 or less.
The loss of electrical service power auto the warning siren site is not a covered repair.
A.1.4 This Preventative Maintenance Service Agreement does not include the replacement of maior warning siren components,including the repair
labor associated with the replacement of these components,including but not limited to;
A.1.4.1 RF Siren Controller including FM Receiver,Tone Decoder and Timer
A.1.4.2 Main Siren Horn Assembly
A.1.4.3 Siren Chopper Motor Assembly
A.1.4.4 Chopper Housing Assembly(T-1000/1003&2001 Series)
A.1.4.5 Siren Rotator Motor/Gear Reducer Main Assembly
A.1.4.6 Blower Motor/Pump/Housing Assembly(T1000/1003 Series)
A.1.4.7 Pole-Mounted Enclosures,including Motor Controls and Battery Storage
A.1.4.8 Treated Wooden Utility Pole/Galvanized Steel Pole.
A.1.5 In the event of a non-covered repair, Braniff Communications, Inc.will submit a detailed labor and parts estimate of the repair cost in
accordance to the rates itemized under items A.5 and A.6.,and will delay such repair(s)until the Village of Oak Brook issues a repair purchase
order. Such delay shall not interfere with the scheduled maintenance on the balance of the warning system.
A.2 WARNING SIREN SITE ACCESS
A.2.1 The Village of Oak Brook shall be responsible to provide for,or facilitate,access by Braniff-owned vehicles including aerial bucket truck(s)
and Service Van(s)at each warning siren site as required to perform the preventative maintenance inspection(s)or repairs.
A.2.2 Site landscape restoration shall be incidental and is not provided for,nor included,in this agreement.
A.3 APPLICABLE MAINTENANCE INSPECTION SCHEDULE(S)
A.3.1 Preventative maintenance inspections shall be performed in accordance with,as well as documented per,Braniff inspection schedule(s)
#2001DC.
A.4 SIREN SYSTEM ACTIVATION CONTROL&STATUS MONITORING STATIONS
A.4.1 Unless specified and listed on the Preventative Maintenance Service Agreement,any required or recommended equipment inspection and/or
repair,including troubleshooting,training and re-alignment required at any applicable Municipal Police/Fire/EMA facility,and/or contracted
dispatching agent's facility, should be referred to the equipment service provider under contract or shall be performed, by Braniff, in
accordance to the rates itemized under items A.5 and A.6.
A.5 SERVICE LABOR RATES
A.5.1 Warning siren site and/or activation control&monitoring station equipment repair,not covered under the Preventative Maintenance Service
Agreement as listed under A.1 and A.4,shall be performed according to the labor rates listed herein.
A.5.2 A Service Call or Travel Labor Charge of$75.00 per hour shall apply to each hour of travel time and will be billed in%hour increments.
A.5.3 Braniff Communications,Inc.shall supply,as required and requested by the,Village of Oak Brook a Field Service Technician/Service Van
at a rate of$145.00 per on-site hour billed in%hour increments.
A.5.4 Braniff Communications,Inc.shall supply,as required and requested by the Village of Oak Brook,an Aerial Bucket Truck with Operator at a
rate of$180.00 per hour,portal to portal.
A.5.5 Braniff Communications,Inc.shall supply,as required and requested by the Village Of Oak Brook,an additional Field Service Technician at
a rate of$115.00 per hour,portal to portal.
A.5.6 When and as applicable,Braniff Communications,Inc.shall conform to the regulations,requirements and rates set forth under the Illinois
Wages of Employees on Public Works Act(820 ILCS 130/1-12).
A.6 PARTS/MATERIAL DISCOUNT AND PROCUREMENT
A.6.1 Any required replacement parts,including replacement batteries,shall be furnished by Braniff Communications,Inc.at a discounted rate of
15%off published list price.
A.6.2 Any proprietary parts that may be required,other than those manufactured by,or utilized by,Federal Signal Corporation,may be available
for sale to the end-user only. Under such circumstances,the Village of Oak Brook shall assist Braniff Communications,Inc.in securing any
such applicable part(s)as required.
A.6.3 In the event of part unavailability due to product obsolescence, Braniff Communications, Inc. shall diligently pursue the procurement of
equivalent substitute,refurbished,or used part(s)to complete warning siren equipment repair(s). Under certain circumstances,equivalent
substitute,refurbished,or used parts may not be available and replacement components or product shall be quoted.
Preventative Maintenance Service Agreement No.PMA-051-010808,Addendum A
Village of Oak Brook
Jeffireo.Ryb , PresiftntCustomer Agent/Representative
Braniff Communications lr Village of Oak Brook
10/1/2021